Conquest of Bernadette
by brennanslust
Summary: Sleepover at Penny's leads to an erotic evening for two blondes. WARNING; graphic lesbian scenes.
1. Chapter 1

Preamble

Rights to characters - none

Rights to show - none

Compensation - uh-huh, right. Well, other than the imagery of this story. I mean, two blondes . . .

A/N I often wondered if Penny had previous lesbian relationships. Perhaps, but definitely not Amy or Bernadette.

* * *

**Chapter 1**

Amy, Penny, and Bernadette had one of their sleepovers at Penny's, telling stories about their lives, but also their boyfriends. Too much wine ensued and as usual, Amy passed out first.

Penny convinced Bernadette to sleep in her bed and she would take the roll-out cot that Leonard had provided and placed in the living room.

She hugged Penny and said goodnight. She changed into her sheer jersey peasant tie top and matching sliver shorts. While her full breasts were barely contained by the top, she loved the feel of the material against her body. With her back to the door, she had neglected to close it all the way, so Penny was able to watch. Penny knew that Bernadette was well-endowed, but that top really accentuated her breasts. Penny moaned, but covered her mouth. Amy was still passed out and would likely stay that way until morning; nothing was going to wake her.

Penny changed into a t-shirt and panties, turned off the light and tried to sleep. The image of Bernadette changing seared her mind. Penny grew warm at the repeated images in her mind so she removed her t-shirt. She started to fantasize about Bernadette, what she would sound like making love, her coming.

She started to caress her breasts. While small, she knew that it was her most telling feature although most others would tell her it was her beauty. She ached for another's touch, the pooling wetness between her legs more clear. Penny slid her hand between her legs and rubbed her clit. It was not long before she climaxed, her panties now soaked. Despite the sexual relief, she wanted more. She pulled back the blanket and got up. She wriggled out of her wet panties and said, "Screw it."

She gingerly walked to her bedroom and in the pale light that streamed into the bedroom, she saw Bernadette. She walked over to the bed, and on trying not to wake her too soon, she pulled back the sheet that covered Bernadette very slowly. Bernadette remained asleep, but moved on to her back, and lifted her arms above her head.

Bernadette's top strained to conceal her breasts. Even in the barely lit room, Penny could see through the top, her dark nipples contrasted with the lace material. Her breathing made the tie loosen after a few moments. Ever so gently, Penny picked up one end of the tie and pulled. The bow tie easily undid, which caused the top's sides to fall away.

Penny's gasp was enough to awaken Penny. "What's going on? Wait, are you naked?" Bernadette then noticed her top was undone and then covered her herself. Bernadette's breathing increased, although shallow. Her eyes wandered all over Penny's' exquisite form. Penny saw her stunned look and moved closer. Bernadette raised her eyebrows in confusion. Penny took her left hand to move Bernadette's hair out of her face and then traced her jaw line and neck. Bernadette closed her eyes.

"You are so beautiful, Bernadette."

"I don't know what's going on here . . ."

Penny got closer to her and then moved her hand to trace up and down Bernadette's arm. Goosebumps appeared and she shuddered. Penny then knew she was ready.

"I'm going to kiss you."

"Oh, I don't think . . ." Before she could finish her weak rebuke, Penny's mouth crashed on to Bernadette's. While she whimpered, Penny's hot breath and expert tongue weakened Bernadette.

"No? Then why haven't you asked me to stop or even leave?" Bernadette pulled back, her eyes wandered to Penny's breasts. With some reluctance, Bernadette lifted her hand to touch Penny's breast. Penny closed her eyes and quivered when the small hand moved from one breast to the other. Bernadette was inquisitive; Penny's small but firm breasts were so different from hers.

Penny groaned when Bernadette then pulled her into a searing deep kiss.

Penny moved to slide on top of her, their chests against each other. Penny missed the feel of another woman's breasts against her and groaned at the renewed feeling. Bernadette's tongue fought for control, but sighed as the more experienced Penny prevailed.

"You've never been with another woman, have you?"

"N-n-no" was Bernadette's weak response. Penny smiled and took Bernadette's right breasts in her mouth, sucked on her nipple and then nipped it. Her nipple raised in immediate delight. Bernadette arched her back, easily lifting Penny up. Penny repeated the action on her other breast. All of this was new to Bernadette, and while she had read about a nipple orgasm, she had never experienced one.

Until now. Bernadette climaxed, her eyes bulged out and she stretched her body as the orgasm worked from her brain all the way to her toes and then back. "Oh god, ohhhhh . . . ." Penny was not surprised at the quick orgasm and moved back to kiss her. "Did you like that, Bernadette?"

Bernadette grasp her head with both hands and moaned, "Oh god, that felt so good." Penny assured her, "Then you are really going to like this." She watched as Penny slowly moved, and left a trail of kisses and licks down her chest, stomach, thighs. The anticipation was too much. Bernadette panted as she then saw Penny pull down her panties with her teeth in an agonizing but delightful torture. She started to caress her own breasts that still echoed with her first orgasm.

Penny got on her knees to remove Bernadette's panties from around her ankles. She watched Bernadette work her breasts in a tantalizing way. Bernadette's smoldering look spurred Penny on.

Penny spread Bernadette's legs and could see the neatly trimmed vagina glisten with Bernadette's cum. Penny then scraped her nails along Bernadette's thighs, got closer with every move to her vagina. Bernadette pleaded, "Oh don't tease me, please . . ." This new experience was overwhelming her senses. "Open your eyes, Bernadette, watch me."

Penny then did the most erotic thing; she caressed her own breasts, but then slid two fingers into her own vagina. Bernadette moaned, "Omigod, that is so hot, so . . " Penny then pulled out her fingers and licked her wetness. Bernadette's breathing hitched and she climaxed again. Before she could recover, Penny then moved between her legs and slid her tongue inside Bernadette. She quivered so much that her second orgasm just continued.

Penny slid two fingers inside Bernadette's very tight vagina, searched for her G-spot, and after easily finding it with Bernadette's aroused condition, curled her fingers and lightly caressed it.

At the same time, she took Bernadette's exposed clit between her lips and lightly nipped it.

This combination made Bernadette ejaculate, the orgasm so complete and powerful, her body shaking almost uncontrollably. She arched her back in complete ecstasy and moaned Penny's name. "Omigod, omigod, don't stop! I'm still coming!"

Penny licked Bernadette's cum, pooled it on her tongue and swallowed; she loved the taste. She then curled her tongue and slid it inside of Bernadette. Penny looked up as Bernadette watched her go in and out, in and out.

Bernadette came again. Her chest heaved in a struggle to gather enough air. "ohgodohgodohgod."

After what seem like several minutes, she went limp; she felt boneless. She had no energy left. Penny then moved to lay next to her. Penny kissed Bernadette, and lightly caressed her face, arms and chest. Bernadette moved Penny's hair behind her ears, "You are so pretty, Penny."

Penny had never made a woman ejaculate before and was quite pleased. She pined to see the top of Bernadette's head between her legs, but knew Bernadette was too exhausted. It was worth it; the pleasure she wrought on Bernadette was mind numbing.

"Penny, that was the most amazing sex I've ever experienced. I've never felt that way before. It was incredible, you were incredible."

"I'm glad you enjoyed it. You should have Howard do that. Leonard does that to me all the time. It's like a sexual elixir, I can't get enough of it, of him."

Bernadette sighed and kissed Penny. "You have to tell him what you want. He can't please you, Bernadette, if he doesn't know what you want."

She could barely keep her eyes open. Penny suggested, "Go to sleep, baby." Bernadette turned over and Penny spooned her. Bernadette knew she had to reciprocate, but given this was a new experience, she was not sure what to do and how.

After a few hours, with Bernadette fast asleep, Penny got up and returned to her cot. She was going to miss the warm body next to her, but did not want a scene with Amy. She put her t-shirt back on, but opted to leave the panties off; they were too wet to put back on.

She fell asleep and wondered how Bernadette would surprise her.

A/N You can view Bernadette's top and panties at WickedTemptationsDotCom.


	2. Chapter 2

**Chapter 2**

Bernadette awoke with a start and at first wasn't sure where she was. When the sheet fell away, she found she was nude. She looked around and realized she was in Penny's bedroom. Despite the usual hazy thoughts of awakening so early is the morning, this time was different. She put her head back down on the pillow, a warm feeling then enveloped her mind and soul as she recalled the previous evening with Penny. Bernadette stretched out the wonderful aches in her body, loosening muscles and joints that were subjected to sudden jolts brought on by the most intense sexual experience. Bernadette smiled.

She ran her hands down her body, to the inside of her thighs, up the middle of her stomach, between her breasts, across her nipples and then running her fingers through her hair. These touches brought back the memory of Penny's ministrations. The deliberate, sensual way of her seduction was mind numbing. She shivered at the remembrance of the intensity of her orgasms; the ache made her want more, but also to reciprocate.

The image of Penny's head bobbing up and down between her legs remained seared in her mind. The softness of her hands and the tenderness of her kisses, the feel of her tongue everywhere, made her feel cherished, celebrated. She stared up at the ceiling and wondered what could she do for Penny, to Penny. She pulled back the sheet, got out of bed, and walked over to the bedroom door.

She poked her head out and saw Penny was still sleeping, but noticed the couch was empty; Amy had already left. She quietly closed the door and then went into the bathroom. She took a hot shower. She washed her hair and used the body wash, both scented with apples and cinnamon. She turned the water off and dried herself with a plush towel.

As a scientist, she understood the process of experimenting, testing, and observing. Bernadette developed a plan to incorporate each of these, but needed the proper knowledge and to acquire that, she needed to research. She used her phone to search for new, to her, techniques. Her fingers shook with the result of erotic choices that displayed on her phone.

She walked to the mirror and looked at her nude body. She found telltale signs of Penny's work; the nipping and sucking left marks on her body; evidence of her sensual dominance. She sensed it was Penny's preference, but also a perhaps a secret desire for a lover to take charge on occasion.

She walked over to Penny's closet and inspected several dresses, skirts, and tops. Although she was a bit shorter than Penny, she did find an over-sized tank top, but fit Bernadette very well. It was barely long enough to cover her ass, and was very tight around her chest. Perfect.

She entered the living room; the early morning sun barely peaked through the curtains. She walked to the front door to make sure it was locked. She turned to face a fast-asleep Penny on the cot. It wasn't very big, barely wide and long enough for Penny's beautiful body. She was on her back, with the right leg flat on the cot bent at a ninety degree angle and the other leg also bent in the same manner, but straight up, her knee pointed to the ceiling. The v-shape was perfect.

She slowly pulled the sheet off to reveal a partially clad body, the t-shirt, bunched up above Penny's waist, her panties obviously missing. Bernadette covered her mouth to contain a gasp; Penny was clean-shaven. Her vagina glistened in the dimly lit apartment, her pre-cum certainly a result of a dream. Bernadette got on her knees and licked her lips.

* * *

Penny loved most of her dreams; her care-free spirit provided her with pleasant and often sexy encounters. For this particular evening, she felt warm and wet, like she was in a large hot tub, the hot water lapping up between her legs. She looked around for familiar faced when she heard moaning, but wasn't sure if it was from her or someone near-by, in her dream or the dream-state right before waking up. But, she also felt a slight pressure between her legs, a wonderful feeling. When she rocked her hips, it accentuated the pressure and increased the pleasure. Like many dreams or part of a dream, she did not want it to end.

* * *

When her own groaning woke her, she lifted her head to see a blonde head between her legs.

"Bernadette . . . yes, god that feels so good." Pleased that her new lover was awake, Bernadette ran her tongue up and down Penny's vagina, the softness and taste a first-time feeling for her. Penny's reaction was satisfying, but Bernadette wanted more. She recalled some of her research; she slid one finger inside Penny's tightness and the reaction was almost immediate.

Penny moaned with the penetration of Bernadette's finger and the uninterrupted stroking of her tongue that combined with a stimulation Penny had missed far too long. Penny wondered, for a moment, how Bernadette knew what to do and what she desired.

With her knowledge of the human body and newfound knowledge, Bernadette she flicked Penny's clit with her tongue, while the finger explored inside to search for Penny's G-spot. Because of her arousal, the roughly bean-shape area was easier to find. Bernadette lightly caressed it and with her tongue on Penny's clit, it was a sensual double-team.

Penny grasped her breasts with a burst of excitement, smashed them into each other, and lifted her head to watch what this sweet woman was doing to her. "Omigod, omigod, just like that, god I'm going to come, don't stop . . ."

She was close to climaxing, too soon for Bernadette, so she stopped to Penny's disappointment. Penny's rapid and shallow breathing caused her beautiful breasts to heave up and down. With hooded eyes, she pleaded, "Oh god, Bernadette, please, please, I was so close."

Bernadette's devious smile made Penny ache for her more. She stood and looked down at Penny. "No, you're not going to come yet, Penny."

When she stood, Penny noticed the tank top. Bernadette looked even more desirable, the top scarcely enough to contain her breasts as she leaned over to help Penny remove the t-shirt. Bernadette's large breasts nearly spilled out.

"You have to do exactly what I say, OK?"

"Y-yes", Penny stammered.

"You can touch yourself but only when and where I say. And you have to watch me."

"Oh god . . ."

"I like this top, Penny. You?"

Penny's mouth was dry, but managed to squeak out, "Yes", and reached to touch her.

Bernadette lightly swatted her hand away and smiled. "I love the material, it's very soft and the way it feels against my skin, mmmm, so nice." Bernadette's hands roamed her own body. When she ran her fingers through her still-damp hair, it lifted the top to show a wonderful sight; Bernadette's panties were missing.

Bernadette walked over to the couch. Penny moaned and moved to touch herself.

"I didn't say you could do that."

Penny pouted, but obeyed. Bernadette slowly lifted the tank top with one hand and with the other, caressed her breasts. She closed her eyes and arched her back and groaned as she then gently caressed her vagina at the same time. Bernadette clearly embellished, but the effect on Penny was obvious; she squirmed, her mind raced with the images of her hands busy on herself or Bernadette, or both. "Bernadette, please tell me I can do something, anything!" Bernadette's only response was her own moaning.

Penny could hear a squishy sound, as Bernadette slowly moved two fingers across her vagina and then inside. In and out a few times deliberately slow, but increased in speed. Bernadette could feel her walls tightening, her clit pronounced with her arousal.

Penny ached to be touched. She writhed on the cot, rubbing her legs together, trying for some relief as her clit begged for any contact. She could feel her wetness growing, a wet spot on the bed grew with each wriggle. The sensual frustration grew unrelieved as Bernadette was not forthcoming with any permission.

Bernadette was close to climaxing. While she had masturbated in the past, doing so in front of another, let alone another woman, was a first. Her body was about to rupture in an explosion of excitement, brought on by her own hands witnessed by another woman who wanted her.

Her walls now engorged, her clit hard, she came hard. She arched her back and screamed, "Oh god, Penny, yes, yes!"

Penny moaned, her eyes focused on Bernadette, silently pleading, begging for permission to be forthcoming. Bernadette's nipples were rock hard, the light material no match. The ache she felt was nearly overwhelming. She never wanted anyone as bad as she did Bernadette. She wanted to attack in a frenzy, not sure of where to start on her body.

After she recovered from her orgasm, she looked at Penny, the want in her hooded eyes made Penny moan.

Bernadette stood in front of Penny.

"Please, please, let me do something. I'm about to explode. I want you, god, I want you."

She slowly removed the tank top and then did something that made Penny open her mouth in awe. Bernadette's fingers slowly caressed her vagina, her fingers totally wet. Then, Bernadette traced her hand over her chest, encircled her breasts and then her nipples. Penny could see the track marks of Bernadette's cum.

Bernadette then walked behind Penny, who looked up at her. "Penny, spread your legs."

Penny obeyed and sighed when she presumed Bernadette had given her permission to touch herself. "Clasp your hands behind your head." Again, Penny obeyed and then uttered, "Omigod . . ."

Bernadette lowered herself on to Penny's face, and then leaned down so that her head was between Penny's legs. The dual sensation of eating Penny and her new lover doing the same to her was exhilarating. Penny's clean-shaven vagina was also exquisite; still, Bernadette licked Penny's wetness that coated the inside of Penny's thighs.

Penny moaned as Bernadette's tongue explored the soft and sweet vagina. Still, Penny's arousal was obvious, her walls now swollen. Penny raked her nails across Bernadette's back, her sides.

Penny's face was fully ensconced between Bernadette's legs, her tongue deep inside. Bernadette started to gyrate, her groaning loud enough that she had to pull away from Penny. "Oh god, oh god, I'm going to . . ." Bernadette came too fast, the experience still new. She quivered and as her orgasm subsided, Bernadette's tongue went back to work on Penny. Bernadette spread Penny's vagina and licked inside driven to make Penny come sooner. She would not be disappointed.

Penny came almost immediately, the sensation so overpowering with Bernadette still squatting in her face, her cum dripping.

Although weak, Bernadette got up and then laid on top of Penny, her petite size and weight not an issue. Bernadette straddled Penny, her left thigh between Penny's legs and Penny's left thigh between Bernadette's. She started to hump Penny, their smooth, soft skin added to the excitement, her wetness spread on Penny's thighs.

Penny's actions to get in sync caused a similar reaction. "God, Penny, come with me, now come now!" Bernadette's arched her back and quivered as her orgasm wracked her body. Penny watched her face, her eyes closed but mouth open in a silent scream of incredible pleasure. Penny's mind crashed with an intense orgasm. She pulled Bernadette closer, is a dual desire to feel her body but also to deeply kiss her.

Penny stammered, "You, you made me cum too fast." Penny kissed Bernadette, hard, their tongues fought for domination. Bernadette's hunger not satisfied, she wanted to come again. When Penny sucked on Bernadette's tongue, she started again to gyrate into Penny. Penny positioned her breasts to align with Bernadettes, and still, after just a few moments, to penny's pleasant surprise, she shrieked, "Come again with me now, come with me, come with me, yes, yes . . ."

Penny's back arched and easily lifted Bernadette, and then felt like a stream of cum just blew out of her body, shook uncontrollably as she watched Bernadette come.

When Bernadette slid down Penny's body, she alternated biting one nipple and pinching the other. Penny squirmed and sensed that Bernadette was not done. She was insatiable.

Bernadette moved off of Penny and got on her knees. Bernadette never took her eyes off of Penny. She slid two fingers inside of Penny, curled her fingers after a few seconds, found the bean-shaped G-spot. Bernadette started to lightly caress that very overly sensitive spot. Penny stiffened her body as the most intense, overwhelming orgasm shook her. What felt like a series of oscillating waves rippled through her body a deep, gurgled cry of ecstasy escaped her mouth, "OOOOOOOOOOHHHHHHHHHHHHHHHH!"

Her breathing returned to normal as the effects of the orgasm subsided. Bernadette withdrew her fingers and that caused Penny to shudder. Her deep sigh was an odd mixture of relief and utter satisfaction. The result was Penny's body felt like jello, total exhaustion. Bernadette stood and extended her hand to help Penny rise.

Penny murmured, "That was fantastic, Bernadette; god, you made me come so hard." Bernadette placed her head against Penny's chest. Penny started to comb her hair with her fingers. "Thank you."

"Mmmm, you are more than welcome."

"You are such a tease, Bernadette."

"But you liked it, right?"

"Yes, it was a wonderful."

"I'm so glad." Bernadette got on her toes to kiss Penny, and with a loud sigh, whispered, "Can we go back to bed?"

Penny thought that was an excellent suggestion and nodded, "Of course."

Penny pulled her in for a gentle kiss, "Let's go." Penny grabbed Bernadette's hand and walked to the bedroom. They fell into bed and pulled the sheet over their bodies. Penny spooned with her, both arms easily wrapped around her.

"Bernadette, I am so getting you back for that, you know that, right?"

Her response was a nod and exhausted from too little rest and an excess of intimacy, fell asleep.

A/N - Will soon follow-up on Penny's payback; stay tuned.


End file.
